( Please note: Signed copies of these
documents
are maintained in the church archives. )

The State of Texas

Secretary of State

MAY 28, 1982

Episcopal Church of the
Good Shepherd

2929 Woodland Hills Dr

Kingwood, TX 77339

Re: The Episcopal
Church of the Good Shepherd, Kingwood, Texas

Charter Number 609607-1

Dear Sir:

It has been our
pleasure to approve and place on record the Articles of Incorporation
that created your corporation. We extend our best wishes for success in
your new venture.

As a corporation, you
are subject to state tax laws. Some non-profit corporations are exempt
from the payment of franchise taxes and may also be exempt from the
payment of sales and use tax on the purchase of taxable items. If you
feel that under the law your corporation is entitled to be exempt you
must apply to the Comptroller of Public Accounts for the exemption. The
Secretary of State cannot make such determination for your corporation.

If we can be of further
service at any time, please let us know.

Very truly
yours,

David A.
Dean

Secretary of
State

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The State of Texas

Secretary of State

Certificate of Incorporation

of

The Episcopal Church of the Good Shepherd,
Kingwood, Texas

Charter Number 609607

The undersigned, as
Secretary of State of the State of Texas, hereby certifies that Articles
of Incorporation for the above corporation, duly signed and verified
have been received in this office and are found to conform to law.

Accordingly the
undersigned, as such Secretary of State, and by virtue of the authority
vested in him by law, hereby issues this Certificate of Incorporation
and attaches hereto a copy of the Articles of Incorporation.

Dated May 28, 1982

David A. Dean

Secretary of State

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ARTICLES OF INCORPORATION

OF

THE EPISCOPAL CHURCH OF THE GOOD SHEPHERD,
KINGWOOD, TEXAS

We, the undersigned natural persons of the
age of eighteen years or more, at least two of whom are citizens of the
state of Texas, acting as incorporators of a corporation under the Texas
Non-Profit Corporation Act, do hereby adopt the following Articles of
Incorporation for such corporation.

ARTICLE I

The name of the corporation is The Episcopal
Church of the Good Shepherd, Kingwood, Texas.

ARTICLE II

The corporation is a non-profit corporation.

ARTICLE III

The period of its duration is perpetual.

ARTICLE IV

The purpose or purposes for which the
corporation is organized are—religious, educational, missionary, and
other customary purposes of The Protestant Episcopal Church in the
United States of America, and enjoyment of all powers consistent with
its aforementioned purposes and the other provisions of these Articles
of Incorporation, including, but not limited to, the power, in its own
name to: contract and be contracted with; sue and be sued; receive (by
donation, purchase or otherwise), hold and enjoy property, real,
personal and or mixed, and to rent, loan, lease or sell the same, for
the uses and benefits of the corporation in such manner as in the
judgment of the Board of Directors may be best for the interests of the
corporation; and to make and from time to time amend its By-Laws.

ARTICLE V

The street address of the initial registered
office of the corporation is 2929 Woodland Hills Drive, Kingwood, Texas
77339, which is also the mailing address of the corporation. The name of
the initial registered agent of the corporation at such address is The
Reverend Richard H. Elwood.

ARTICLE VI

The members of the Vestry of the Episcopal
Church of the Good Shepherd, Kingwood, Texas, shall be the board of
directors of the corporation. The number of directors constituting the
initial board of directors of the corporation is twelve (12), and the
names and street addresses of the persons who are to serve as the
initial board of directors are:

Name:
Address:

Peter
Andrus 2815 Kings Forest,
Kingwood, TX 77339

Carl Colmenares
623 Lakeville, Kingwood, TX 77339

Frederick B. Cull
811 Gateside, Houston, TX 77032

Ann L.
Davis 2506 Golden Pond,
Kingwood, TX 77345

Pamela S.
Eckert 19315 Spoonwood Court, Humble, TX
77346

Kathleen H.
Farina 3214 Spring Garden, Kingwood, TX
77339

Richard E.
Francis 2610 Kings Forest, Kingwood, TX
77339

Richard M.
Hawley 2103 Spruce Grove, Kingwood, TX
77339

Robert A. Martone
3614 Forest Village, Kingwood, TX 77339

J. Vernon Massey
3403 Park Royal, Kingwood, TX 77339

Douglas C.
Temple 1622 Chestnut Ridge, Humble, TX
77339

Jack L.
Underwood 3419 Fawn Creek, Kingwood, TX
77339

ARTICLE VII

The name and address of each incorporator
is:

Name:
Address:

Richard H. Elwood (Rector)
3510 Willow Ridge, Kingwood, TX 77339

Richard M.
Hawley 2103 Spruce Grove, Kingwood, TX
77339

J. Vernon Massey
3403 Park Royal, Kingwood, TX 77339

ARTICLE VIII

The corporation is a church, and it shall
and does hereby accede to the Constitution and Canons of the Protestant
Episcopal Church in the United States of America. The corporation shall
also maintain its affiliation with, and shall continue to be in union
with, the Protestant Episcopal Church Council of the Diocese of Texas.
The Board of Directors of the corporation may refer to itself as either
the Board of Directors or the Vestry, whichever name it may choose at
any time and from time to time. The first Board of Directors shall hold
office for such periods as may be specified in the By-Laws; thereafter,
directors shall be elected in the manner and for the terms provided in
the By-Laws.

ARTICLE IX

The corporation is a nonprofit corporation
and has no capital stock.

ARTICLE X

The initial By-Laws of the corporation shall
be adopted by its Board of Directors. The power to alter, amend, or
repeal the By-Laws shall be vested in its Board of Directors, subject to
the reserved power of the members of the corporation at any meeting of
the members to alter, amend or repeal any provision of the By-Laws or to
adopt new By-Laws, and also subject in any case to the Constitution and
Canons of the Protestant Episcopal Church in the United States of
America and the Constitution and Canons of the Protestant Episcopal
Church in the Diocese of Texas.

ARTICLE XI

Upon the dissolution or liquidation of the
corporation, its assets and the proceeds resulting therefrom, remaining
after payment of the lawful liabilities and obligations of the
corporation, shall be transferred or conveyed to the Protestant
Episcopal Church Council of the Diocese of Texas for use in such manner
as the Bishop of the Diocese of Texas and his successors in such office
shall determine.

IN WITNESS WHEREOF, we have hereunto set our
hands, this 10th day of May, 1982.

_______________________________________

The Reverend Richard H. Elwood

_______________________________________

Richard M. Hawley

_______________________________________

J. Vernon Massey

STATE OF TEXAS

COUNTY OF HARRIS

I, Pamela S. Eckert, a Notary Public in and
for Harris County, Texas, do hereby certify that on this 10th
day of May, 1982, personally appeared before me The Reverend Richard H.
Elwood, Richard M. Hawley, and J. Vernon Massey, who, each being by me
first duly sworn, severally declared that they are the persons who
signed the foregoing document as incorporators, and that the statements
therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my
hand and seal the day above written.